VolitionRx (VNRX) converts note debt into new shares for Lind
Rhea-AI Filing Summary
VolitionRx Limited (VNRX) reports unregistered sales of equity securities tied to conversions under existing senior secured convertible promissory notes issued to Lind Global Asset Management XII LLC under a securities purchase agreement originally dated May 15, 2025 and amended and restated on January 7, 2026.
On August 11, 2026 the company issued 220,264 shares of common stock to Lind in satisfaction of a $150,000 conversion obligation, and on August 20, 2026 it issued an additional 553,097 shares to satisfy a $250,000 conversion obligation. These issuances were made to an existing securityholder without commissions, public offering, general solicitation or advertising, in reliance on exemptions under Section 3(a)(9) or Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D and related state “blue sky” provisions.
Positive
- None.
Negative
- None.
Filing Explained
The August 11 and August 20 note conversions are completed issuances; the added shares increase the total share count and reduce existing holders’ percentage ownership, absent offsetting changes.
8-K Event Classification
Item 3.02 — Unregistered Sales of Equity Securities
1 item
Item 3.02
Unregistered Sales of Equity Securities
Securities
The company sold equity securities in a private placement or other unregistered transaction.
Key Figures
Original note principal: $7,500,000
Original note principal: $2,400,000
Shares issued August 11, 2026: 220,264 shares of common stock
+3 more
6 metrics
Original note principal
$7,500,000
Senior secured convertible promissory note issued to Lind Global Asset Management XII LLC
Original note principal
$2,400,000
Second senior secured convertible promissory note issued to Lind Global Asset Management XII LLC
Shares issued August 11, 2026
220,264 shares of common stock
Issued to satisfy a $150,000 conversion obligation under notes
Conversion obligation August 11, 2026
$150,000
Obligation satisfied by issuing 220,264 shares to Lind
Shares issued August 20, 2026
553,097 shares of common stock
Issued to satisfy a $250,000 conversion obligation under notes
Conversion obligation August 20, 2026
$250,000
Obligation satisfied by issuing 553,097 shares to Lind
Key Terms
senior secured convertible promissory notes, securities purchase agreement, Section 3(a)(9), Section 4(a)(2), +2 more
6 terms
senior secured convertible promissory notes financial
"issued to Lind senior secured convertible promissory notes in the original principal"
securities purchase agreement financial
"pursuant to that certain securities purchase agreement dated May 15, 2025"
A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.
Section 3(a)(9) regulatory
"in reliance on the exemption afforded by Section 3(a)(9) or alternatively"
Section 3(a)(9) is a provision of U.S. securities law that exempts certain exchanges of an issuer’s own securities with its existing holders from the usual public registration rules, typically when the swap doesn’t involve a public offering or outside buyers. For investors, it matters because such exchanges can change who holds what, affect dilution and liquidity, and may occur with less public disclosure than a registered sale — think of it like swapping old coupons for new ones behind the scenes rather than selling them in a public marketplace.
Section 4(a)(2) regulatory
"or alternatively Section 4(a)(2) of the Securities Act of 1933"
Section 4(a)(2) is a part of U.S. securities laws that allows companies to sell their stock directly to certain investors without registering the sale with regulators. This process is often used for private placements, making it easier and faster for companies to raise money from knowledgeable or institutional investors. It matters to investors because it provides an alternative way to buy shares, often with fewer disclosures and lower costs.
Rule 506 of Regulation D regulatory
"and/or Rule 506 of Regulation D under the Securities Act"
Rule 506 of Regulation D is a U.S. Securities and Exchange Commission exemption that lets companies sell securities privately without registering them with the SEC, similar to a private party invitation rather than a public auction. It matters to investors because it determines how much information they’ll receive, who can buy (accredited vs. non-accredited), whether public advertising is allowed, and how easily the investment can be resold — all factors that affect risk, transparency and liquidity.
blue sky laws regulatory
"and corresponding provisions of state securities or “blue sky” laws"
State-level securities laws that require companies and investment products to register, disclose key information, or meet exemptions before being sold to residents; they act like local consumer protection rules for investments. They matter to investors because they reduce the risk of fraud, ensure basic disclosure about what is being offered, and can affect where and how easily an investment can be bought or sold—similar to how building codes affect whether a house can be advertised in a neighborhood.
FAQ
What did VolitionRx Limited (VNRX) disclose in this Form 8-K?
VolitionRx Limited disclosed unregistered issuances of common stock to Lind Global Asset Management XII LLC to satisfy conversion obligations under existing senior secured convertible promissory notes, relying on Securities Act exemptions and issuing the shares to an existing securityholder without commissions or public offering.
What is the total principal of the VolitionRx (VNRX) notes held by Lind?
VolitionRx previously issued to Lind Global Asset Management XII LLC senior secured convertible promissory notes with original principal amounts of $7,500,000 and $2,400,000 pursuant to a securities purchase agreement dated May 15, 2025 and amended and restated on January 7, 2026.
AI-generated analysis. How Rhea-AI works. Not financial advice.
